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Registered number:
FOR THE YEAR ENDED 30 JUNE 2025
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JAG UK HOLDCO LIMITED
COMPANY INFORMATION
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JAG UK HOLDCO LIMITED
CONTENTS
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JAG UK HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The directors present their Strategic Report and financial statements for the year ended 30 June 2025.
JAG UK Holdco Limited is a wholly owned subsidiary of JAG UK Midco Limited who, in turn, is a wholly owned subsidiary of JAG UK Topco Limited (the ultimate holding company of the UK group entities). JAG UK Holdco Limited is the parent company of JAG UK Bidco Limited.
JAG UK Bidco Limited is the holding entity for the trading subsidiaries Junior Adventures Group UK Ltd (previously Energy Kidz Ltd), Pioneer Childcare Limited and Dawn Until Dusk Ltd. Throughout the year, the business continued to demonstrate organic growth in attendances with the first full year of the rebrand as ‘Junior Adventures Group’, and also via business development. The acquisition of Pioneer Childcare Limited early in the year and Dawn Until Dusk Ltd towards the end of the year also added operational scale. Integration of these acquired businesses commenced in the year and will continue throughout the next financial year. Management prioritisation and focus in the year have again shown improvement on key strategic enablers: • People Stability: Absence and Labour Turnover • Recruitment and Retention • Programming Quality These initiatives have enabled growth in the number of school and leisure centre settings, and total attendance levels. There has been continued progress with people capability and leadership, which in turn has improved the quality of the delivery (98% Ofsted compliance) culminating in much stronger financial performance.
JAG UK Holdco Limited, through its trading subsidiaries Junior Adventures Group UK Ltd, Pioneer Childcare Limited and Dawn Until Dusk Ltd continues to follow its strategic objectives of organic attendance growth within existing sites as well as the nationwide launch of new sites as it further entrenches its position as the UK’s leading holiday camp and wraparound childcare provider. Operational efficiencies at both a delivery and support office level continue to be a critical focus for the business. High service quality and product delivery remain the cornerstone of the business model.
Where opportunities arise, the Company will seek to acquire other UK providers of camp and wraparound childcare. Historically the ‘School-Aged Childcare’ sector in the UK has not benefited from long standing funding similar to other markets including Early Years. However, over the year, the Group’s UK trading subsidiaries obtained funding via the Department of Education’s National Wraparound Fund to create new provision where none previously existed, as well as expand spaces in existing clubs. This has enabled Junior Adventures Group to provide more spaces for families through investment in workforce and training, as well as providing additional training for team members and resources to support Special Educational Needs and Disability (SEND) children. The National Wraparound Fund continues to operate until March 2026. Within Labour Government manifesto was the pledge for Universal Breakfast Clubs, a pilot (test & learn) early adopter phase was launched in 750 school in April 2025, JAG are part of the test and learn phase to ensure we protect the PVI (Private, Voluntary and Independent) Providers and highlight the importance of Providers within the scheme in preparation for rollout across 2026, providing every child the opportunity to attend breakfast club and have a nutritious breakfast for 30 minutes with part subsidy. No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the entity's operations, the results of those operations, or the entity's situation in future financial years.
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JAG UK HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The Company's operations and that of its trading subsidiaries are subject to a variety of financial and non-financial risks. Operational risks are mitigated by comprehensive insurance policies in place within each entity. The key financial risk to the business is cash flow, which is monitored regularly by management and further reviewed in detail as part of the monthly reporting process. Cashflows are carefully managed and when necessary, further funds are available through capital raises and Group financial support.
Other than the risks identified above, the directors see minimal risk within this area of the business.
As a simple holding company there are no relevant KPIs for JAG UK Holdco Limited. KPIs are only relevant to the trading entities within the Group.
The Company is fully aware of its environmental, social, and economic responsibilities to its and those of its subsidiaries’ employees, shareholders, customers, suppliers and the wider public and will continue to develop and evolve policies and procedures to ensure these responsibilities are met.
This report was approved by the board and signed on its behalf.
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JAG UK HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The directors present their report and the financial statements for the year ended 30 June 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £nil (2024: £nil).
No dividends were paid in the year (2024: £nil).
The directors who served during the year were:
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JAG UK HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2025
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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JAG UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK HOLDCO LIMITED
We have audited the financial statements of JAG UK Holdco Limited (the 'Company') for the year ended 30 June 2025, which comprise the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
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JAG UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK HOLDCO LIMITED (CONTINUED)
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
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JAG UK HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF JAG UK HOLDCO LIMITED (CONTINUED)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the business and trade regulations, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙inspecting correspondence with regulators and tax authorities;
∙discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
∙evaluating management's controls designed to prevent and detect irregularities;
∙identifying and testing journals, in particular journal entries posted with unusual account combinations; and
∙challenging assumptions and judgements made by management in their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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JAG UK HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
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JAG UK HOLDCO LIMITED
REGISTERED NUMBER: 12205639
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 16 form part of these financial statements.
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JAG UK HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
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JAG UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
JAG UK Holdco Limited is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 12205639 and registered office address is 5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Panther Topco Pty Ltd as at 30 June 2025 and these financial statements may be obtained from 126-130 Phillip Street, Sydney, New South Wales, Australia..
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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JAG UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cash flows and the impact of subsequent events in making their assessment. The going concern of the entity is linked to the going concern of the trading entities Junior Adventures Group UK Ltd, Pioneer Childcare Ltd, and Dawn Until Dusk Ltd. Management have assessed each of the trading entities as a going concern, so have prepared the holding company accounts also on a going concern basis.
That assessment is dependent on Junior Adventures Pty Ltd and Panther Topco Pty Ltd providing additional financial support during the going concern assessment period and not recalling intercompany loans. Junior Adventures Pty Ltd and Panther Topco Pty Ltd have indicated their intention to continue to make such funds available as are needed by the Company through the going concern period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Based on these assessments and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the directors' report and accounts.
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JAG UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. There are no key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements. Recovery of intercompany receivables Management has exercised significant judgement in assessing the recoverability of intercompany receivables. This judgement involves evaluating the financial position, liquidity, and future cash flow projections of the counterparty entity within the group. The assessment considered the entity’s historical payment patterns, current operating performance, and forecasted profitability. Management also reviewed any formal agreements or guarantees in place that support the recoverability of the receivable.
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JAG UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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JAG UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Subsidiary undertakings (continued)
Profit and loss account
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JAG UK HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
The Company's immediate parent company is JAG UK Midco Limited, a company incorporated in England and Wales. Its registered office address is 5a Millars Brook Business Park, Molly Millars Lane, Wokingham, England, RG41 2AD.
The smallest and largest group in which the results of the Company are consolidated is that headed by Panther Topco Pty Ltd, a company incorporated in Australia. Panther Topco Pty Ltd is the Company's ultimate parent company. The consolidated financial statements can be obtained from its registered office address, which is 126-130 Phillip Street, Sydney, New South Wales, Australia. The Company's ultimate controlling party is QPE No. 6 Pty Ltd, a company incorporated in Australia.
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